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George F. Meierhofer, Esquire
Kaufman Dolowich Voluck & Gonzo
100 William Street, Suite 215
New York, NY 10038
Telephone: (212) 485-9600
Facsimile: (212) 485-9700
[email protected]
Main Document
Hearing Date: June 10, 2013
Hearing Time: 9:45 a.m.
Objection Deadline: June 3, 2013
Counsel for Kaleil Isaza Tuzman
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
In re:
Chapter 11
KIT Digital, Inc.,
Case No. 13-11298 (REG)
Debtor.
MOTION BY KALEIL ISAZA TUZMAN FOR AN ORDER COMPELLING DEBTOR
TO ASSUME OR REJECT THE EXECUTORY CONTRACTS WITH HIM
Kaleil Isaza Tuzman (“Mr. Isaza Tuzman”), by and through his undersigned counsel,
submits this motion (the “Motion”) for entry of an order (the “Order”), pursuant to section 365 of
title 11 of the United States Code (the “Bankruptcy Code”), compelling the Debtor to assume or
reject the Contract and Transition Agreement, as described herein and attached as exhibits the
Motion. In support of the Motion, Debtor respectfully states as follows:
JURISDICTION AND VENUE
1.
This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and
1334. Venue lies properly in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. This matter is
a core proceeding pursuant to 28 U.S.C. § 157.
2.
The relief sought by this Motion is based upon section 365 of the Bankruptcy
Code and has been filed in accordance with the Local Rules of Procedure of the United States
Bankruptcy Court for the Southern District of New York.
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PRELIMINARY STATEMENT
3.
Mr. Isaza Tuzman brings this motion seeking the relief above on an expedited
basis because he faces irreparable harm, which is discussed further below. If this Court does not
provide the relief sought, the government of Dubai, United Arab Emirates (“UAE”) will likely take
serious legal action against KIT Digital FZ-LLC (“KITD-Dubai”), a wholly-owned subsidiary of
KIT digital, Inc. (hereinafter “KITD” or the “Company”), and Mr. Isaza Tuzman personally (because
Mr. Isaza Tuzman is considered as a commercial guarantor of KITD-Dubai under UAE law as its
Director and Manager), involving very significant financial damages, travel restrictions and potential
criminal prosecution under UAE law.
4.
This Motion arises from KITD’s failure to perform under the Transition Agreement
with Mr. Isaza Tuzman, dated March 23, 2012, between KITD and Mr. Isaza Tuzman (hereinafter
the “Transition Agreement”, attached as Exhibit A). In March 2012, pursuant to the Transition
Agreement, Mr. Isaza Tuzman resigned as Chairman and CEO of KITD. After his resignation and as
part of the Transition Agreement, Mr. Isaza Tuzman was to be no longer obligated to, and released of
all, KITD obligations and guarantees, whether at parent, affiliate or subsidiary levels. KITD,
however, has failed to remove Mr. Isaza Tuzman from liabilities and guarantees related to KITDDubai, including but not limited to removing Mr. Isaza Tuzman as Director and Manager of KITDDubai. Moreover, KITD failed to pay necessary license fees so as to renew the business license for
KITD-Dubai in the Dubai Technology and Media Free Zone Authority (“DFZA”), and therefore
KITD-Dubai’s license expired on September 30, 2012. Having failed to renew KITD-Dubai’s trade
license, UAE laws require that KITD-Dubai be immediately De-Registered—a process that can only
be completed at the behest of the Company, i.e., KITD-Dubai’s sole shareholder.
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In an unlawful attempt to blame Mr. Isaza Tuzman for KITD’s failure to act and
cause harm to Mr. Isaza Tuzman, in early February 2013, an “Absconder” claim against Mr. Isaza
Tuzman was filed on behalf of KITD with the Government Services Office (hereinafter “GSO”) of
the DFZA, falsely claiming that the De-Registration could not occur because Mr. Isaza Tuzman
had “not shown up for work”. This was a meritless claim intended to obscure the Company’s
responsibility in the matter, given (a) Mr. Isaza Tuzman had resigned from KITD 10 months
prior, (b) only the Company can effectuate the De-Registration of KITD-Dubai, and not Mr.
Isaza Tuzman, (c) Mr. Isaza Tuzman had requested of the Company on numerous occasions to
complete the De-Registration and offered any help needed in doing so, and (d) Mr. Isaza Tuzman
had offered in person and in writing to DFZA any help needed in the De-Registration process.
6.
Since under DFZA regulations Mr. Isaza Tuzman has no ability to remove himself as
the Manager of record of KITD-Dubai, nor effect a De-Registration absent a board resolution and
other actions from the sole shareholder of KITD-Dubai (i.e, KITD), he risks imminent and
irreparable harm, including but not limited to: (a) not being permitted to leave the UAE, (b) the
forced assumption of all KITD-Dubai liabilities, (c) potential incarceration until all KITDDubai’s liabilities have been fully expunged, (d) seizure of personal assets by UAE authorities,
(e) prohibition from travel in and out of UAE, and (e) prohibition from future work or future
investment in the UAE. These hardships would be professionally and personally devastating to
Mr. Isaza Tuzman.
FACTUAL BACKGROUND
7.
KITD is a leading video software and services company. Mr. Isaza Tuzman first
became involved in the Company through its predecessor ROO Group, Inc., which entered into a
formal written agreement with Mr. Isaza Tuzman and KIT Capital, Ltd., Mr. Isaza Tuzman’s
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wholly-owned investment and professional services firm on December 18, 2007 (the “Executive
Management Agreement”).
Pursuant to the Executive Management Agreement, Mr. Isaza
Tuzman was officially named Chairman and CEO of the Company and was promised various
forms of compensation in return for his and KIT Capital Ltd.’s services.
8.
On October 23, 2011, Mr. Isaza Tuzman entered into a new employment contract
with KITD-Dubai, which extended Mr. Isaza Tuzman’s employment with the Company “for an
indefinite period” (the “Extension Agreement”). Specifically, in exchange for various forms of
cash and equity compensation, Mr. Isaza Tuzman agreed to serve as CEO and Chairman of the
Boards for both KITD and KITD-Dubai. Mr. Isaza Tuzman also agreed to serve as Director and
as the Manager of record for KITD-Dubai.
9.
KITD is the sole shareholder of KITD-Dubai, a company incorporated in the
DFZA. Pursuant to the rules of the DFZA, all companies within the free zone must have a valid
operating license at all times and the Manager of record of DFZA-registered companies must
personally guarantee all corporate liabilities not retired at the time of final corporate DeRegistration.
10.
Shortly after Mr. Isaza Tuzman signed the Extension Agreement, irreconcilable
differences emerged between Mr. Isaza Tuzman and other KITD officers and directors. After
three months of wrestling with the directors and officers of KITD over the future direction of
KITD and the diminution of Mr. Isaza Tuzman’s powers as CEO, Mr. Isaza Tuzman decided to
resign. After intensive negotiations, Mr. Isaza Tuzman and KITD entered into the Transition
Agreement dated March 23, 2012. Pursuant to the Transition Agreement, Mr. Isaza Tuzman
stepped down from his role as CEO on March 31, 2012. Mr. Isaza Tuzman subsequently
resigned from the position of Chairman of KITD’s Board of Directors on April 11, 2012 as a
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result of ongoing differences of opinion with the Company’s other directors on the strategic
direction of the Company.
11.
The Transition Agreement provides, among other things, that:
As promptly as is practicable and in any event within 180 days
after signing the Agreement, the Company will arrange for the
release or satisfaction of any commercial obligations or
guarantees in favor of third parties to which Isaza Tuzman
became and is obligated on the Company’s behalf in the
ordinary course of business or at the Company’s request.
12.
This “Removal Provision” of the Transition Agreement required the Company to
remove Mr. Isaza Tuzman from all corporate obligations or guarantees by September 23,
2012—including, but not limited to, his positions as Manager and Director of KITD-Dubai.
However, KITD has not removed him as Manager or Director of KITD-Dubai or released him
from any commercial obligations or guarantees to which Mr. Isaza Tuzman became obligated
on KITD’s behalf. Moreover, the Company has acted cavalierly in allowing KITD-Dubai’s
trade license to expire, forcing KITD-Dubai into a mandatory De-Registration process which
involves severe financial and legal consequences for KITD-Dubai and its directors and
officers—most materially for Mr. Isaza Tuzman as KITD-Dubai’s Manager of record. Mr.
Isaza Tuzman and his attorneys, following his departure from the Company in April 2012, made
numerous written and oral requests to KITD to remove Mr. Isaza Tuzman as Manager and
Director of KITD-Dubai, to no avail.
(Such removal can only be accomplished via a
shareholder resolution and other steps taken by KITD-Dubai’s sole shareholder, KITD.)
13.
Mr. Isaza Tuzman was informed by the GSO that DFZA officials attempted to
contact KITD many times regarding the License non-renewal and required De-Registration of
KITD-Dubai between September 30, 2012 and January 9, 2013—with no response at all. On
January 9, 2013, DFZA wrote KITD a letter and email explaining that the Company had to
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renew KITD-Dubai’s license by January 17, 2013 or KITD-Dubai would be forced to proceed
with De-Registration (hereafter “DFZA De-Registration Letter”) the legal and financial
consequences of which would fall directly upon Mr. Isaza Tuzman. Mr. Isaza Tuzman was
informed by the GSO that KITD did not respond to this correspondence either.
14.
In the DFZA De-Registration Letter and related email correspondence (attached
as Exhibit B), DFZA advised the Company and the Company’s registered advisors at
PriceWaterhouseCoopers (“PWC”) that upon submission of the Shareholder’s Resolution
(attached as Exhibit C) to DFZA, certain additional steps must be taken by the Company in
order to complete the De-Registration of KITD-Dubai and cancel all the existing employee
visas under the sponsorship of the company. The DFZA De-Registration Letter and associated
email correspondence outline the other necessary De-Registration steps to be completed by KITD,
as instructed by DFZA.
15.
On February 7, 2013, Mr. Isaza Tuzman received notice from the GSO indicating
that Mr. Isaza Tuzman was to be considered an “Absconder” under UAE law based on the
failure of KITD-Dubai to respond to the DFZA De-Registration Letter. Specifically, Mr. Isaza
Tuzman was advised by the GSO that KITD, represented by PWC employee, Rasha Haloub,
had submitted an “Absconding” complaint to DFZA, falsely claiming that it was unable to DeRegister KITD-Dubai because Mr. Isaza Tuzman had “not shown up for work” at KITD-Dubai.
Mr. Isaza Tuzman was requested to report to the GSO within three business days to address this
matter, which Mr. Isaza Tuzman complied with. Mr. Isaza Tuzman promptly advised the GSO
that he had resigned as Chairman and CEO of KITD in March 2012 and provided the
Company’s relevant SEC filings and the Transition Agreement as evidence of his resignation.
In fact, KITD was obligated to advise DFZA that Mr. Isaza Tuzman had resigned, but had failed
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to do so. Mr. Isaza Tuzman was then advised by the GSO official that, in light of the fact Mr.
Isaza Tuzman had resigned from KITD nearly 10 months prior, she found the Company’s
unresponsiveness and false absconding claim to be “senseless” and seemingly “in bad faith”.
16.
However, the GSO reaffirmed that Mr. Isaza Tuzman cannot be removed or
resign from the Manager and Director positions at KITD-Dubai without the Company’s
approval and that if KITD does not (a) remove Mr. Isaza Tuzman as Manager and Director of
the Company and (b) take “significant steps” to De-Register KITD-Dubai, then Mr. Isaza
Tuzman personally will be considered an “Absconder” under UAE law.
17.
Mr. Isaza Tuzman has been advised by both the GSO and his UAE legal counsel
that, under UAE laws, as an “Absconder”, Mr. Isaza Tuzman would be prohibited from travel in
or out of the UAE (and would be apprehended and subject to imprisonment if attempting to
enter or exit the country). He would also be held personally liable for any and all outstanding
debts of KITD-Dubai, and would be subject to potential imprisonment until all liabilities of
KITD-Dubai are fully expunged to the satisfaction of the DFZA. Furthermore, Mr. Isaza
Tuzman’s personal assets in the UAE (bank accounts, real estate, automobile, etc.) would be
subject to seizure, and he would be barred from investing and working in the UAE.
18.
In this regard, it is worth noting that Mr. Isaza Tuzman’s personal and
professional life has been inextricably connected to the UAE since 2006, when he first
established his business and a personal residence there. Dubai (UAE) is the seat of his personal
investment company. A large portion of his business contacts globally is centered in the UAE
and he has family living there. It would be devastating for him professionally and personally to
be prohibited from travel into or out of the UAE, or to face assumption of KITD-Dubai’s
liabilities or asset seizure in the UAE.
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On March 4, 2013, KITD entered into an executory contract (the “Contract”) with
Mr. Isaza Tuzman (and the DFZA authority overseeing this matter) in which it agreed to
numerous undertakings required by DFZA for the dissolution/de-registration of KITD-Dubai.
The Contract was negotiated before and with the relevant DFZA authority and submitted to
DFZA as a requisite to delay the “Absconder” status against Mr. Isaza Tuzman personally.
Specifically, KITD agreed to complete the undertakings in the Contract by April 4, 2013. A
true and correct copy of the Contract is attached hereto as Exhibit C. As part of that process,
KITD further agreed to obtain:
[c]onfirmation from auditors confirming no objection or debt
claims against the above Company has been received or are
unresolved, provided that, if requested by the Parent Company or
TECOM, Mr. Kaleil Isaza Tuzman makes reasonable endeavours
to the best of his knowledge to assist in obtaining such
confirmations (provided that Mr. Kaleil Isaza Tuzman is not
requested to verify Company records or liability after 31 March
2012).
Exhibit C.
20.
To date, KITD has not fulfilled its obligations under the Contract. In particular,
KITD has failed to effectuate the dissolution/de-registration of KITD-Dubai, such as: 1)
producing a Liquidator report; 2) migrating the final employee mobile phone number; 3)
completing an “NOC” report from the landlord in Dubai, with a return of the associated deposit;
and 4) cancellation of all employee Visas. All of these obligations were agreed to by KITD
both under the Transition Agreement and under the Contract (together the “Executory
Contracts”).
21.
If this Court does not order KITD to immediately assume or reject the Contract,
Mr. Isaza Tuzman will suffer irreparable harm, including but not limited to (a) forced personal
assumption of KITD-Dubai’s liabilities under UAE law, (b) seizure of personal assets by UAE
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authorities, (c) prohibition from travel in and out of UAE, (d) prohibition from future work and
investment in the UAE, and (d) potential imprisonment.
These hardships would be
professionally and personally devastating to Mr. Isaza Tuzman, and he would be effectively
prohibited from seeing one of his family members (who resides in Dubai).
22.
In addition, any irreparable harm that occurs to Mr. Isaza Tuzman from KITD’s
failure to abide with its agreement herein will adversely affect this bankruptcy estate because of
the large damages claim, on an administrative basis, that Mr. Isaza Tuzman will have against
this estate. In particular, Mr. Isaza Tuzman will have a large claim against KITD and this
bankruptcy estate as a result of KITD’s willful and intentional disregard for its obligations to
deregister KITD-Dubai, which by all accounts should be accomplished by some simple
procedural steps taken by the company.
RELIEF REQUESTED
23.
By this Motion, Mr. Isaza Tuzman respectfully requests the entry of an order,
pursuant to section 365 of the Bankruptcy Code, compelling the Debtor to assume or reject the
Contract.
BASIS FOR RELIEF
24.
Based on Debtor's failure to fulfill the Contract and Mr. Isaza Tuzman’s
impending resulting hardship, this Court should compel the Debtor to promptly assume or reject
the Contract.
25.
An executory contract may be assumed or rejected by the trustee or debtor in
possession with approval of the court. 11 U.S.C. § 365(a). Moreover, the court, on request of
any party to such contract or lease, may order the trustee to determine within a specified period
of time whether to assume or reject such contract. See 11 U.S.C. §365(d)(2). What constitutes a
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reasonable time for the court to require the trustee to assume or reject the contract lies in the sole
discretion of the court, to be determined on a case-by-case basis. See In re: Teligent, Inc., 268
B.R. 723 (Bankr. S.D.N.Y. 2001); see also In re: Burger Boys., 94 F.3d 755 (2nd Cir. 1996).
26.
Although the Bankruptcy Code does not define the term “executory contract,” the
Second Circuit has defined the term as one “on which performance remains due to some extent
on both sides.” Eastern Air Lines, Inc. v. The Ins. Co. (In re Ionosphere Clubs, Inc.), 85 F.3d
992, 998 (2d Cir. 1996) (citing Nat’l Labor Relations Bd. v. Bildisco & Bildisco, 465 U.S. 513,
522 n.6 (1984)). The Second Circuit also looks to the standard set forth by Professor Vernon
Countryman in his 1973 law review article, Executory Contracts in Bankruptcy: Part I, 57 Minn.
L. Rev. 439 (1973) (“Countryman”). See COR Route 5 Co., LLC v. Penn Traffic Co. (In re Penn
Traffic Co.), 524 F.3d 373, 379 (2d Cir. 2008). Professor Countryman wrote that an executory
contract is one “under which the obligation of both the bankrupt and the other party to the
contract are so far unperformed that the failure of either to complete performance would
constitute a material breach excusing performance of the other.” Countryman, 57 Minn. L. Rev.
at 460.
27.
If an executory contract is in default, a debtor may not assume the contract until it
cures the default or provides adequate assurances that it will promptly cure the default. See 11
U.S.C. 365(b)(1)(A); see also In re: Harry C. Partridge, Jr. & Sons, Inc., 43 B.R. 669, 671
(Bankr. S.D.N.Y. 1984). Accordingly, a debtor who defaults under a contract must bring the
contract back into compliance with its terms.
28.
Furthermore, prior to assuming a contract in default, the trustee must compensate
or provide adequate assurances that the trustee or debtor will compensate the non-debtor party
for actual pecuniary loss and provide adequate assurance of future performance under such
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contract. See 11 U.S.C. 365(b)(1)(B). “Congress’ intent in imposing these conditions on the
ability of the debtor to assume the contract was to insure that the contracting parties receive the
full benefit of their bargain if they are forced to continue performance.” Eastern Airlines, Inc. v.
Ins. Co. of the State of Pennsylvania, 85 F.3d 992, 999 (2nd Cir. 1996). A non-debtor party to a
contract “is not expected to incur significant added detriment while those who have an interest in
the property or the bankruptcy estate are unable to resolve how to deal with an asset.” In re
Beker Industries Corp., 64 B.R. 890, 898 (Bankr. S.D.N.Y. 1986).
29.
Here, the Contract and Transition Agreement are executory contracts because the
Debtor has obligations to perform under them. Specifically, the Debtor has failed to perform all
of its obligations to effectuate the dissolution/de-registration of KITD-Dubai, among other things
set forth above.
30.
Moreover, compelling the Debtor to assume or reject the Contract and Transition
Agreement is a proper use of this Court’s discretion. The Debtor’s failure to perform pursuant to
the terms of the Contract and Transition Agreement adversely affects Mr. Isaza Tuzman in a
substantial manner and requiring the Debtor to assume or reject the Contract and Transition
Agreement now will not result in any harm to the Debtor in this situation. Absent relief from
this court, Mr. Isaza Tuzman risks the loss of liberty and property. Due to the laws of the UAE,
Mr. Isaza Tuzman needs the Debtor to promptly decide whether it intends to assume or reject its
Contract and Transition Agreement with Mr. Isaza Tuzman.
CONCLUSION
31.
Based on the foregoing reasons, Mr. Isaza Tuzman requests that this Court enter
an order (i) granting the Motion; and (ii) granting such other order and further relief as the Court
deems just.
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Respectfully submitted,
KAUFMAN DOLOWICH VOLUCK & GONZO
Dated: May 17, 2013
New York, New York
/s/ George F. Meierhofer
George F. Meierhofer, Esquire
Kaufman Dolowich Voluck & Gonzo
100 William Street, Suite 215
New York, NY 10038
Telephone: (212) 485-9600
Facsimile: (212) 485-9700
[email protected]
O’KELLY ERNST & BIELLI, LLC
David M. Klauder, Esquire
O’Kelly Ernst & Bielli, LLC
901 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 778-4000
Facsimile: (302) 295-2873
[email protected]
Attorney for Kaleil Isaza Tuzman
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Exhibit A
Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit B
Exhibit B
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Exhibit B
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Exhibit B
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Exhibit B
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Exhibit B
Shareholders' Resolution Approving Dissolution of the Company
_____________ FZ-LLC
(the "Company")
1.
The Shareholders of the Company hereby resolve in accordance with Article 104 of
the Articles of Association of the Company and with effect from ___ __________
20__ to dissolve the Company for the following reason:
[State sub-part of Article 104 of the Article of Association on which the Shareholders
are relying].
2.
The Shareholders resolve to accept and implement the requirements of Section 8 of
the Dubai Technology and Media Free Zone Companies Regulations 2003 in the
dissolution of the Company.
For and behalf of
________________________________
Shareholder
________________________________
Shareholder
Dated:
Note:
1. This specimen format must be written on Company's letter head
2. This Board Resolution has to be Attested if Notarized outside TECOM or Notarised in front of TECOM representative.
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Exhibit B
<<<Date>>>
Dubai Technology and Media Free Zone Authority
Registration and Licensing Department
P. O. Box 73000
Dubai
UAE
Dear Sir,
Re:
De-Registration of _________________ (the "Company")
We confirm that under Resolution of the Shareholders of the Company dated ____ _____
20_, the Shareholders resolved to dissolve the Company.
As Manager of the Company, I confirm that to the best of my knowledge and ability the
Company has met all outstanding debts and obligations, that there are no claims actual or
pending against the Company, that no third party has an outstanding security or other interest
in any assets of the Company and that there are no other reasons I know of that should
otherwise prevent the dissolution of the Company.
I hereby confirm that the requirements set out in Articles 291 through 312 of the
Federal Commercial Companies Law (Federal No. 8 of 1984 as amended) have been
complied.
Yours faithfully,
Mr. X Y Z (Manager)
_____________________
Note:
1. This letter has to be printed on the Company letterhead.
2. This letter is to be signed only by the person whose name appears as Manager in charge in the trade license.
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Exhibit B
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LIQUIDATION NOTICE
M/s. (XXXXXX )FZ LLC, (License No: XXXX) located at XXXXX
P. O. Box XXXXX, Dubai, UAE., licensed with the Dubai Technology
and Media Free Zone (DTMFZA) wishes to announce its decision taken
via board resolution passed at its Board meeting held on XX XX XXXX
20XX regarding closing down and dissolution of "M/s. XXXXX FZLLC"
Accordingly, any interested party who has a claim against the Company
is hereby requested to submit its outstanding claims within 45 days of
notice by registered post or contact:
Mr. XXXX
Company Name (XXXXX).
P. O. Box XXXX,
Dubai, U.A.E
Tel No. 0X XXXXXX
Email: XXXXXXXX
Claims received after expiry of the notice period of 45 days shall not be
considered
Exhibit B
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Exhibit C
Hayam Amirrad
Manager - Business Counter
Registration and Licensing Department
P.O. Box 478844, Dubai, UAE
4 March 2013
SUBJECT: DE-REGISTRATION OF KIT DIGITAL FZ-LLC
To: Hayam Amirrad and Mr. Kaleil Isaza Tuzman
KIT Digital, Inc. (the “Parent Company”), as sole corporate shareholder of KIT Digital FZ-LLC (the
“Company”), under license number 16927, hereby undertakes to do the following on an expedited
basis but no longer than 30 days provided that there are no unexpected delays from TECOM, any
other governmental and related authorities and utility authorities, which delays are not under the
control of the Parent Company, (Evidence of which will be provided to TECOM).
1. A Shareholder’s Resolution issued by the Parent Company calling for the dissolution / Deregistration of KIT Digital FZ-LLC;
2. Issue the Parent Company's written undertaking for any non-liability;
3. Return of the following Legal Documents as required by the Registration & Licensing
Department:
 Trade License
 Lease Agreement and NOC from the landlord
 Certificate of Incorporation
 Articles of Association
 Memorandum of Association
4. Clearances from TECOM departments indicating the below has been requested and finalized:
a. IT: Disconnection of IT & Telecom services has been requested and provisioned.(if
applicable)
b. GOS: Cancellation of Post Box number and the key returned (if applicable)
c. Cancellation of all employment visas and related services, please note that you have 30 days
from the company cancellation date to finalize all the visas. Any pending visas behind that
date shall be declared absconded.
d. Dubai Customs: clearance certificate indicating that all duties and transactions under the
company name are completed (if applicable).
e. Investor Relation Management: Clearance from IRM regarding community fee, if
applicable.
f. Central Finance: Payment of any outstanding (if any) with Tecom & license cancellation
fee: (Dhs 1,510/-).
5. Confirmation from auditors confirming no objection or debt claims against the above Company
has been received or are unresolved, provided that, if requested by the Parent Company or
TECOM, Mr. Kaleil Isaza Tuzman makes reasonable endeavours to the best of his knowledge to
assist in obtaining such confirmations (provided that Mr. Kaleil Isaza Tuzman is not requested to
verify Company records or liability after 31 March 2012).
6. Advertisement in two local daily newspapers (English/ Arabic) regarding de-registration of the
company providing 45 day’s notice to the public
Kind regards,
______________________
Fabrice Hamaide
As Authorized Signatory of Kit Digital, Inc.
13-11298-reg
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Order Pg 1 of 1
Proposed
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
In re:
Chapter 11
KIT Digital, Inc.,
Case No. 13-11298 (REG)
Debtor.
[PROPOSED] ORDER COMPELLING DEBTOR TO ASSUME OR REJECT THE
EXECUTORY CONTRACTS WITH KALEILISAZATUZMAN
Upon consideration of the motion (the “Motion”) dated May 17, 2013 by George F.
Meierhofer, as counsel to Kaleil Isaza Tuzman for an order compelling the Debtor to assume or
reject the executory contracts with him; and the exhibits thereto; and it appearing that due and
proper notice of the Motion and the relief requested therein have been given; and no other or
further notice needing to be given; and a hearing having been held on the Motion; and the Court
having reviewed the Motion, responsive pleadings, the arguments of counsel and the record in
this case; and the Court having determined that the legal and factual bases set forth in the Motion
establish just cause for the relief granted herein, and after due deliberation and sufficient cause
appearing therefor, IT IS HEREBY:
ORDERED that the relief requested in the Motion is granted; and it is further
ORDERED that KIT digital, Inc. shall decide wither to assume or reject the
executory contracts with Kaleil Isaza Tuzman within ten (10) days of this Order.
Dated: New York, New York
______________, 2013
_______________________________________
THE HONORABLE ROBERT E. GERBER
UNITED STATES BANKRUPTCY JUDGE
13-11298-reg
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1 of 2
George F. Meierhofer, Esquire
Kaufman Dolowich Voluck& Gonzo
100 William Street, Suite 215
New York, NY 10038
Telephone: (212) 485-9600
Facsimile: (212) 485-9700
[email protected]
Notice
Pg
Hearing Date: June 10, 2013
Hearing Time: 9:45 a.m.
Objection Deadline: June 3, 2013
Counsel for Kaleil Isaza Tuzman
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
In re:
Chapter 11
KIT Digital, Inc.,
Case No. 13-11298 (REG)
Debtor.
NOTICE OF MOTION BY KALEIL ISAZA TUZMAN FOR AN ORDER
COMPELLING DEBTOR TO ASSUME OR REJECT THE EXECUTORY
CONTRACTS WITH HIM
PLEASE
TAKE
NOTICE
that
George
F.
Meierhofer,
as
counsel
for
KaleilIsazaTuzman, will move (the “Motion”) before the Honorable Robert E. Gerber, United
States Bankruptcy Judge, in Courtroom 523 of the United States Bankruptcy Court, the
Alexander Hamilton Customs House, One Bowling Green, New York, New York, 10004 on
June 10, 2013 at 9:45 a.m., or as soon thereafter as counsel may be heard, seeking entry of an
Order compelling Debtor KIT Digital, Inc. to assume or reject the executory contracts with him.
PLEASE TAKE FURTHER NOTICE that written objections to the Motion must be
filed with the Clerk of the United States Bankruptcy Court, One Bowling Green, NewYork, New
York 10004 by no later than4:00 p.m. on June 3, 2013 (with a courtesy copy delivered to the
Chambers of the Honorable Robert E. Gerber) and must be served upon Kaufman Dolowich
Voluck& Gonzo, counsel for the Mr. Isaza Tuzman, 100 William Street, Suite 215, New York,
13-11298-reg
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2 of 2
Notice
Pg
New York 10038, Attn: George F. Meierhofer. Any objections must specifically state the
interest that the objecting party has in these proceedings and the specific basis of any objection to
the Motion. Objecting parties need not attend the Hearing for the Bankruptcy Court to consider
their objections.
Respectfully submitted,
KAUFMAN DOLOWICH VOLUCK& GONZO
Dated: May 17, 2013
New York, New York
/s/ George F. Meierhofer
George F. Meierhofer, Esquire
Kaufman Dolowich Voluck& Gonzo
100 William Street, Suite 215
New York, NY 10038
Telephone: (212) 485-9600
Facsimile: (212) 485-9700
[email protected]
O’KELLY ERNST & BIELLI, LLC
David M. Klauder, Esquire
O’Kelly Ernst & Bielli, LLC
901 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 778-4000
Facsimile: (302) 295-2873
[email protected]
Attorney for Kaleil Isaza Tuzman